Annual report 2008 - Comrod

CORPORATE GOVERNANCEThe corporate governance principles of Comrod Communication ASA (Comrod)comply with the Norwegian Code of Practice.BusinessComrod is a technology group committedto developing and commercializingcommunication and composite productsbased on innovative technology.Its goal is to rank among the leadinginternational players in selected markets,and to gain market shares throughinnovative and competitive solutions in closecooperation with key customers.Activities relating to communicationproducts are defined as a priority area forthe group in its articles of association.The group’s articles of association willappear in the annual report.Equal treatmentComrod has only one class of shares.In the event of capital increases, allshareholders will normally be treatedequally. If this is not the case, the othershareholders will, as far as possible andthrough the adoption of subsequentmeasures, be restored to the position theywould have held had they participated in thecapital increase.Transactions by the group in its ownshares will be conducted through the stockexchange.Special care will be exercised in respectof transactions with other parties inwhich the group’s shareholders, directors,management or closely related parties havea financial or personal interest.Not insignificant transactions with otherparties in which the group’s shareholders,directors, management or closely relatedparties have a financial or personal interestwill be evaluated by an independent thirdparty.Free marketabilityAll shares in Comrod are freely marketable.EquityComrod’s equity will be aligned with thegroup’s goals, strategy and risk profile.The authority to issue shares is limited tospecial cases and is normally renewed ateach annual general meeting.DividendsThe group concentrates on growthopportunities, and Comrod will make theinvestments required to realize these.Annual dividend will be balanced againstopportunities for expansion.The group’s shareholders will receive acompetitive return on their shares, primarilythrough the rise in the share price .Annual general meetingThe final deadline for registering to attendthe annual general meeting is three days inadvance.Shareholders who are unable to attend mayvote by proxy.All relevant documentation will be sent toshareholders no later than two weeks beforethe date of the AGM.Composition and independence of theboardThe main emphasis in the board’scomposition will be to assemble sufficientexpertise to make independent evaluationsof the group’s operations and to act as awell-functioning collegial body.At least half the shareholder-electeddirectors should be independent of thegroup’s management and principal businessconnections.In this context, independent means:- directors receive no remuneration other84 Comrod Communication Group Annual report 2008